Freshfields Advises AST SpaceMobile on $1.15bn Convertible Notes Offering, $50m Repurchase and $161.1m Registered Direct Equity Offering

Freshfields Bruckhaus Deringer LLP advised AST SpaceMobile, Inc. on a series of financings and related transactions described below. The transactions comprised an offering by AST SpaceMobile of $1.15 billion aggregate principal amount of 2.00% Convertible Senior Notes due 2036 (the Notes), which included $150 million aggregate principal amount of Notes issued pursuant to the initial purchasers’ full exercise of their option to purchase additional Notes. The Notes are convertible, at AST SpaceMobile’s election, into cash, shares of AST SpaceMobile’s Class A common stock, or a combination thereof. Freshfields also advised AST SpaceMobile on the private repurchase of $50.0 million principal amount of its outstanding convertible notes and on a $161.1 million registered direct offering of 2,048,849 shares of its Class A common stock. AST used the proceeds of the registered direct offering to fund the privately negotiated repurchase transactions with a limited number of noteholders for an aggregate repurchase price of approximately $161.1 million. Freshfields had previously represented AST in connection with the issuance of convertible notes in January 2025. AST SpaceMobile is building a space-based cellular broadband network accessible directly by everyday smartphones and designed for both commercial and government applications. Freshfields represented AST SpaceMobile, Inc. with a capital markets team composed by: partner Michael Levitt; counsels Jeffrey Gould and Tracy Zhang; and associates Katherine Kim, Yunah Ko, Evelyne Kim and Will Gu. Freshfields represented AST SpaceMobile, Inc. with tax advice provided by partner Claude Stansbury and counsel Jay Cosel. Freshfields represented AST SpaceMobile, Inc. with a broader team led from New York by partners Madlyn Primoff, Ethan Klingsberg, Oliver Board, Kyle Lakin and Mena Kaplan; supported by counsel Alex Rich; senior associates Danny Spencer and Henry Chau; and associates Sarah Margolis, Nora McDonnell, Joyce Yeo, Jordan Phelan, Ruth Levy, Rhea Khakhria, Sydney Hallisley, Madeline Goodlad, Matthew Sieben, Eric Mason and Faron Stalker. Freshfields represented AST SpaceMobile, Inc. with counsel Henry Hutten and associates Marcus Levy and Shannon Sciaretta providing restructuring litigation support. Freshfields represented AST SpaceMobile, Inc. with partner Bruce McCulloch and special counsel Charles Ramsey providing antitrust advice.

Freshfields Advises AST SpaceMobile on $1.15bn Convertible Notes Offering, $50m Repurchase and $161.1m Registered Direct Equity Offering

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